EIGHTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.42
EIGHTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2021, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the other subsidiary guarantors party hereto and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee (i) that certain Indenture (the “Base Indenture”), dated as of June 11, 2019, among the Company and the Trustee, (ii) that certain Supplemental Indenture (the “First Supplement”), dated as of June 11, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200,000,000 of 3.55% Senior Secured Notes due 2024 (the “2024 Notes”) and aggregate principal amount of $800,000,000 of 4.30% Senior Secured Notes due 2029 (the “2029 Notes”), (iii) that certain Second Supplemental Indenture, dated as of August 30, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplement”), (iv) that certain Third Supplemental Indenture, dated as of October 25, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplement”), (v) that certain Fourth Supplemental Indenture, dated as of November 15, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the issuance of $800,000,000 of 3.70% Senior Secured Notes due 2027 (the “2027 Notes” and, collectively with the 2024 Notes and the 2029 Notes, the “Notes”) (the “Fourth Supplement”), (vi) that certain Fifth Supplemental Indenture, dated as of January 31, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Fifth Supplement”, (vii) that certain Sixth Supplemental Indenture, dated as of March 26, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Sixth Supplement”), and (viii) that certain Seventh Supplemental Indenture, dated as of October 7, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Seventh Supplement” and, together with the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement and the Sixth Supplement, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and
WHEREAS, pursuant to Section 9.01 of the Base Indenture and Sections 4.07 and 9.01 of the First Supplement and the Fourth Supplement, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.
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NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture, First Supplement or Fourth Supplement, as applicable.
2. Agreement to be Bound; Guarantee. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indentures. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the First Supplement and the Fourth Supplement, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first written above.
| COLETO CREEK ENERGY STORAGE LLC | ||
| FOREST GROVE SOLAR LLC | ||
| MORRO BAY ENERGY STORAGE 1, LLC | ||
| MORRO BAY ENERGY STORAGE 2, LLC | ||
| XXXX LANDING ENERGY STORAGE 3, LLC | ||
| XXXX LANDING ENERGY STORAGE 4, LLC | ||
| OAK HILL SOLAR LLC | ||
| OAKLAND ENERGY STORAGE 1, LLC | ||
| OAKLAND ENERGY STORAGE 2, LLC | ||
| OAKLAND ENERGY STORAGE 3, LLC | ||
RENEWABLE ENERGY VENTURES, LLC TRINIDAD POWER STORAGE LLC, | ||
TRINIDAD POWER STORAGE LLC TRINIDAD POWER STORAGE LLC , | ||
| as the Guaranteeing Subsidiaries | ||
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Eighth Supplemental Indenture]
VISTRA OPERATIONS COMPANY LLC,
as the Company
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Eighth Supplemental Indenture]
| AMBIT CALIFORNIA, LLC | XXXXXXX GENERATION, L.L.C. | ||||
| AMBIT ENERGY HOLDINGS, LLC | LA FRONTERA HOLDINGS, LLC | ||||
| AMBIT HOLDINGS, LLC | LAKE ROAD GENERATING COMPANY, LLC | ||||
| AMBIT ILLINOIS, LLC | LIBERTY ELECTRIC POWER, LLC | ||||
| AMBIT MARKETING, LLC | LONE STAR ENERGY COMPANY, INC. | ||||
| AMBIT MIDWEST, LLC | LONE STAR PIPELINE COMPANY, INC. | ||||
| AMBIT NEW YORK, LLC | LUMINANT ENERGY COMPANY LLC | ||||
| AMBIT NORTHEAST, LLC | LUMINANT ENERGY TRADING CALIFORNIA COMPANY | ||||
| AMBIT TEXAS, LLC | LUMINANT ET SERVICES COMPANY LLC | ||||
| ANP BELLINGHAM ENERGY COMPANY, LLC | LUMINANT GENERATION COMPANY LLC | ||||
| ANP BLACKSTONE ENERGY COMPANY, LLC | LUMINANT MINING COMPANY LLC | ||||
| BIG XXXXX POWER COMPANY LLC | LUMINANT POWER GENERATION INC. | ||||
| BIG SKY GAS, LLC | LUMINANT POWER LLC | ||||
| BIG SKY GAS HOLDINGS, LLC | MASSPOWER, LLC | ||||
| BLUENET HOLDINGS, LLC | MIDLOTHIAN ENERGY, LLC | ||||
| BRIGHTSIDE SOLAR, LLC | MILFORD POWER COMPANY, LLC | ||||
| CALUMET ENERGY TEAM, LLC | MORRO BAY POWER COMPANY LLC | ||||
| CASCO BAY ENERGY COMPANY, LLC | XXXX LANDING ENERGY STORAGE 1, LLC | ||||
| CINCINNATI XXXX ENERGY LLC | XXXX LANDING ENERGY STORAGE 2, LLC | ||||
| COFFEEN AND WESTERN RAILROAD COMPANY | XXXX LANDING POWER COMPANY LLC | ||||
| COLETO CREEK POWER, LLC | NCA RESOURCES DEVELOPMENT COMPANY LLC | ||||
| COMANCHE PEAK POWER COMPANY LLC | NEPCO SERVICES COMPANY | ||||
| CORE SOLAR SPV I, LLC | NORTHEASTERN POWER COMPANY | ||||
| CRIUS ENERGY, LLC | NORTH JERSEY ENERGY HOLDINGS, LLC | ||||
| CRIUS ENERGY CORPORATION | NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP | ||||
| CRIUS SOLAR FULFILLMENT, LLC | OAK GROVE MANAGEMENT COMPANY LLC | ||||
| DALLAS POWER & LIGHT COMPANY, INC. | OAKLAND POWER COMPANY LLC | ||||
| DYNEGY ADMINISTRATIVE SERVICES COMPANY | ONTELAUNEE POWER OPERATING COMPANY, LLC | ||||
| DYNEGY COAL GENERATION, LLC | XXXXXXXXX ENERGY, LLC | ||||
| DYNEGY COAL HOLDCO, LLC | PUBLIC POWER & UTILITY OF MARYLAND, LLC | ||||
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | PUBLIC POWER & UTILITY OF NY, INC. | ||||
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | PUBLIC POWER, LLC (a Connecticut limited liability company) | ||||
| DYNEGY CONESVILLE, LLC | PUBLIC POWER, LLC (a Pennsylvania limited liability company) | ||||
| DYNEGY DICKS CREEK, LLC | RENEWABLE ENERGY VENTURES, LLC | ||||
| DYNEGY ENERGY SERVICES (EAST), LLC | REGIONAL ENERGY HOLDINGS, INC. | ||||
| DYNEGY ENERGY SERVICES, LLC | RICHLAND-STRYKER GENERATION LLC | ||||
| DYNEGY FAYETTE II, LLC | SANDOW POWER COMPANY LLC | ||||
| DYNEGY GAS IMPORTS, LLC | SITHE ENERGIES, INC. | ||||
| DYNEGY HANGING ROCK II, LLC | SITHE/INDEPENDENCE LLC | ||||
| DYNEGY XXXXXXX ENERGY, LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. | ||||
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| DYNEGY XXXXXX, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. | ||||
| DYNEGY MARKETING AND TRADE, LLC | TEXAS ENERGY INDUSTRIES COMPANY, INC. | ||||
| DYNEGY MIAMI FORT, LLC | TEXAS POWER & LIGHT COMPANY, INC. | ||||
| DYNEGY MIDWEST GENERATION, LLC | TEXAS UTILITIES COMPANY, INC. | ||||
| DYNEGY NORTHEAST GENERATION GP, INC. | TEXAS UTILITIES ELECTRIC COMPANY, INC. | ||||
| DYNEGY OPERATING COMPANY | TRIEAGLE 1, LLC | ||||
| DYNEGY POWER MARKETING, LLC | TRIEAGLE 2, LLC | ||||
| DYNEGY RESOURCES GENERATING HOLDCO, LLC | TRIEAGLE ENERGY LP | ||||
| DYNEGY SOUTH BAY, LLC | TXU ELECTRIC COMPANY, INC. | ||||
| DYNEGY STUART, LLC | TXU ENERGY RETAIL COMPANY LLC | ||||
| DYNEGY WASHINGTON II, LLC | TXU RETAIL SERVICES COMPANY | ||||
| DYNEGY XXXXXX, LLC | XXXXX COUNTY SOLAR 2, LLC | ||||
| EMERALD GROVE SOLAR, LLC | VALUE BASED BRANDS LLC | ||||
| ENERGY REWARDS, LLC | VIRIDIAN ENERGY, LLC | ||||
| XXXXX POWER COMPANY, LLC | VIRIDIAN ENERGY PA LLC | ||||
| EQUIPOWER RESOURCES CORP. | VIRIDIAN ENERGY NY, LLC | ||||
| EVERYDAY ENERGY NJ, LLC | VIRIDIAN NETWORK, LLC | ||||
| EVERYDAY ENERGY, LLC | VISTRA ASSET COMPANY LLC | ||||
| GENERATION SVC COMPANY | VISTRA CORPORATE SERVICES COMPANY | ||||
| HALLMARK SOLAR, LLC | VISTRA EP PROPERTIES COMPANY | ||||
| XXXX ENERGY, LLC | VISTRA FINANCE CORP. | ||||
| HOPEWELL POWER GENERATION, LLC | VISTRA INSURANCE SOLUTIONS LLC | ||||
| ILLINOIS POWER GENERATING COMPANY | VISTRA PREFERRED INC. | ||||
| ILLINOIS POWER MARKETING COMPANY | VOLT ASSET COMPANY, INC. | ||||
| ILLINOIS POWER RESOURCES GENERATING, LLC | XXXXXXX COUNTY GENERATION, LLC | ||||
| ILLINOIS POWER RESOURCES, LLC | WISE COUNTY POWER COMPANY, LLC | ||||
| ILLINOVA CORPORATION | WISE-FUELS PIPELINE, INC., | ||||
| IPH, LLC | |||||
as the Subsidiary Guarantors
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Eighth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
[Signature Page to Eighth Supplemental Indenture]
SCHEDULE I
SUBSIDIARY GUARANTORS
| Name | Jurisdiction | ||||
| Coleto Creek Energy Storage LLC | Delaware | ||||
| Forest Grove Solar LLC | Delaware | ||||
| Morro Bay Energy Storage 1, LLC | Delaware | ||||
| Morro Bay Energy Storage 2, LLC | Delaware | ||||
| Xxxx Landing Energy Storage 3, LLC | Delaware | ||||
| Xxxx Landing Energy Storage 4, LLC | Delaware | ||||
| Oak Hill Solar LLC | Delaware | ||||
| Oakland Energy Storage 1, LLC | Delaware | ||||
| Oakland Energy Storage 2, LLC | Delaware | ||||
| Oakland Energy Storage 3, LLC | Delaware | ||||
| Renewable Energy Ventures, LLC | Delaware | ||||
| Trinidad Power Storage LLC | Delaware | ||||
Sch-I-1
